UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2023
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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| Delaware | | 1-8002 | | 04-2209186 |
| (State of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 622-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1.00 par value | | TMO | | New York Stock Exchange |
| 0.750% Notes due 2024 | | TMO 24A | | New York Stock Exchange |
| 0.125% Notes due 2025 | | TMO 25B | | New York Stock Exchange |
| 2.000% Notes due 2025 | | TMO 25 | | New York Stock Exchange |
| 3.200% Notes due 2026 | | TMO 26B | | New York Stock Exchange |
| 1.400% Notes due 2026 | | TMO 26A | | New York Stock Exchange |
| 1.450% Notes due 2027 | | TMO 27 | | New York Stock Exchange |
| 1.750% Notes due 2027 | | TMO 27B | | New York Stock Exchange |
| 0.500% Notes due 2028 | | TMO 28A | | New York Stock Exchange |
| 1.375% Notes due 2028 | | TMO 28 | | New York Stock Exchange |
| 1.950% Notes due 2029 | | TMO 29 | | New York Stock Exchange |
| 0.875% Notes due 2031 | | TMO 31 | | New York Stock Exchange |
| 2.375% Notes due 2032 | | TMO 32 | | New York Stock Exchange |
| 3.650% Notes due 2034 | | TMO 34 | | New York Stock Exchange |
| 2.875% Notes due 2037 | | TMO 37 | | New York Stock Exchange |
| 1.500% Notes due 2039 | | TMO 39 | | New York Stock Exchange |
| 1.875% Notes due 2049 | | TMO 49 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 13, 2023, the Board of Directors (the “Board”) of Thermo Fisher Scientific Inc. (the “Company”) increased its size to twelve members and elected Jennifer “Jenny” Johnson, president and chief executive officer of Franklin Resources, Inc., as a director of the Company, effective July 13, 2023, for a term expiring at the Company’s 2024 annual meeting.
In a career at Franklin Templeton spanning 35 years, Ms. Johnson has been a key driver in the company's transformation to what is now one of the largest global asset managers with over $1.4 trillion in assets under management. Ms. Johnson has held leadership roles in all major divisions of the business, including investment management, distribution, technology, operations and wealth management, before becoming CEO in February 2020. Ms. Johnson is also a board member of Franklin Resources, Inc.
In connection with her service as a director, Ms. Johnson will be entitled to receive the Company’s standard agreements and arrangements for non-employee directors, a description of which was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 24, 2022 (File No. 1-8002), and will enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-90661).
The Board has not yet appointed Ms. Johnson to any Board committees.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | THERMO FISHER SCIENTIFIC INC. |
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| Date: | July 13, 2023 | By: | /s/ Michael A. Boxer |
| | | Michael A. Boxer |
| | | Senior Vice President and General Counsel |
